SEC Filings

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or loss for accounting purposes will be recognized by the Obligors and the
Guarantor. The expenses of the Exchange Offer will be expensed over the term
of the New Notes.
CONSEQUENCES OF FAILURE TO EXCHANGE
The Old Notes that are not exchanged for New Notes pursuant to the Exchange
Offer will remain restricted securities. Accordingly, such Old Notes may be
resold only (i) to the Guarantor or any subsidiary thereof, (ii) to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) ("QIB") in compliance with Rule 144A, (iii) inside the United States to a
limited number of other institutional "accredited investors" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Institutional
Accredited Investors") that, prior to such transfer, furnish to the Trustee a
signed letter containing certain representations and agreements relating to
the restrictions on transfer of the Old Notes (the form of which letter can be
obtained from the Trustee) and, if such transfer is in respect of an aggregate
Accreted Value of Old Notes at the time of transfer of less than $100,000, an
opinion of counsel acceptable to the Obligors that such transfer is in
compliance with the Securities Act, (iv) outside the United States in
compliance with Rule 904 under the Securities Act, (v) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available) or (vi) pursuant to an effective registration statement under the
Securities Act.
RESALE OF THE NEW NOTES
Based on an interpretation by the staff of the Commission set forth in no
action letters issued to third parties, the Obligors believe that New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by any holder of such New Notes
(other than a broker-dealer as set forth below, or any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such New Notes are acquired
in the ordinary course of such holder's business and that such holder has no
arrangement or understanding with any person to participate in the
distribution of such New Notes. Holders of Old Notes wishing to accept the
Exchange Offer must represent to the Obligors, as required by the Registration
Rights Agreement, that such conditions have been met and that such holder is
not an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act.
Each Participating Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must represent that the Old Notes tendered in
exchange therefor were acquired as a result of market-making activities and
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a Participating Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may
be used by any broker-dealer (other than an affiliate of the Company) in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The Obligors and the Gurantor
have agreed that, for a period of up to 180 days after the Expiration Date (as
defined below), they will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan for Distribution."
No holder who tenders in the Exchange Offer with the intention to
participate, or for the purpose of participating, in a distribution of the New
Notes nor any holder who is an affiliate of the Company may rely on such no
action letters and must, in the absence of an exemption therefrom, comply with
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. Failure to comply with such
requirements in such instance may result in liability under the Securities Act
for which the holder is not indemnified by the Company.
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